IFLR 1000
The Guide to the World's Leading Financial Law Firms

Allens Arthur Robinson's (AAR) equity team is highly regarded by peers and clients, with one client praising it for having "an excellent capital markets practice".

A clear highlight in the last 12 months was the team's work advising the Queensland Government on the QR National IPO. This was the second largest in Australian history to date with the listed entity valued at approximately A$6.7 billion ($7.2 billion).

The transaction formed part of the Queensland Asset Privatisation Program where it attracted strong demand from both offshore and domestic investors and a much-needed shot of confidence to the IPO market in Australia. The successful launch was the culmination of over seven months of tireless work by the Allens' team and various lawyers from investment banks.

Another notable highlight saw AAR act as Australian legal counsel for UBS, Australia Branch, on the equity raising by Tap Oil, an independent oil and gas exploration and production company with interests in Australia and South East Asia. The capital being raised will facilitate Tap Oil's acquisition of Northern Gulf Petroleum's Thai business, which owns a 40% interest in three petroleum concessions in the Gulf of Thailand, including the Manora oil field.

Allens Arthur Robinsons' debt capital markets practice has enjoyed a lot of success because of the strategic relationships holds with Australia's largest corporate and banks including CBA, Macquarie, ANZ and Bank of America.

Leading the firm's practice is David Clifford who last year advised Wesfarmers' on its Euro medium-term note (EMTN) programme the first by an Australian issuer with the notes to be listed on the Singapore Securities Exchange.

In a similar deal the team advised Amcor on the establishment of Amcor's EMTN Programme and its inaugural issuance of €550 million ($781 million) fixed rate notes listed on the Singapore Stock Exchange.

Recently promoted partner James Darcy is recognised by clients as a key player in debt capital markets.

James led the team in advising Commonwealth Bank of Australia and Macquarie Bank on a A$550 million ($593 million) fixed and floating-rate note issue by DBNGP Finance. This represented the biggest local debt sale by an Australian non-financial company in more than four years.

The departure of star partner Andrew Jinks, who left for Clayton Utz, raises some questions for peers over the AAR's position in the structured finance and securitisation market.

However the firm still regularly advises on a range of matters, including RMBS, CMBS, auto and fleet receivables, trade inventory receivables and public-private partnerships (PPPs).

Last year's headline deal saw the team act for Westpac on the Westpac Securitisation Trust Series 2011-1 WST Trust. This transaction marked the return of Westpac to the securitisation market after the recent global financial crisis. Its success was seen as an important step in the continuing re-emergence of confidence in the market and investor demand for high quality Australian RMBS.

Other notable highlights include advising Symbion Pharmacy Services on its A$500 million ($539 million) Securitisation Trade Receivables Programme. This transaction involved establishing a bankruptcy remote special purpose trust, known as the Symbion Pharmacy Services Trade Receivables Trust (The Trusts). The trusts then needed to acquire trade receivables from Symbion Pharmacy Services (Symbion) with the Trust finally issuing (notes) to National Australia Bank (NAB) and Symbion in order to finance the acquisition of those trade receivables.

"They legitimately have a team of superstars on their roster," says one partner about Allens Arthur Robinson's banking team. Partner Phillip Cornwell is also praised for his "ability to prioritise the legal issues and achieve innovative results which is second to none", according to one peer.

A clear highlight for the Allens Arthur Robinson banking team last year saw it act for Origin on A$5 billion ($5.4 billion) of bridge and syndicated term facilities. This funding was used for the acquisition of the Integral Energy and Country Energy retail businesses from the New South Wales state-owned energy network businesses and the entry into GenTrader arrangements with Eraring Energy for the general corporate purposes of the Origin group.

This was one of the largest acquisition financings in the last 12 months and the deal involved complex inter-relationships between the bridge and term facilities and the takeout financings proposed to be implemented in order to repay the bridge.

Another highlight for the firm saw it advising a number of banks in relation to the facilities made available to the Nufarm Group, including a A$900 million 12-month loan provided by Australia and New Zealand Banking Group (ANZ), National Australia Bank (NAB), HSBC Group and Rabobank. Working with McGrath Nichol, the firm assisted with waivers of breaches of certain Nufarm financial covenants as well as securing short-term funding for the group.

The new 12-month facility refinances existing bilateral loans, and provides more flexible covenant ratios that better reflect the seasonal pattern of the Group's operations. In addition to the short-term facility the firm also helped with finalising longer-term debt facilities, mandated through Rabobank, which includes a A$300 million asset-backed securitisation facility and a A$600 million medium-term syndicated bank loan to refinance the A$900 million deal.

Allens Arthur Robinson has resolutely established its position in the M&A market with a loyal pool of leading clients such as National Australia Bank (NAB), Westpac and the Lend Lease Group. "Their offices in Sydney, Melbourne and Brisbane are particularly strong," a peer comments.

A client commends the M&A team as "trusted advisors, dependably strong, professional advice and not afraid to give us the bad news yet actively seeking workable options for us. They are there for the long haul - a true partnering between firm and client. The key relationship partners are always listening and responding, setting the standard of what I seek in an external advisor".

Led by John Greig and Chelsey Drake the firm this year advised the State of Queensland on the divestment of the X50 Abbot Point Coal Terminal, Queensland's northern-most coal terminal, the final part of the state's Renewing Queensland Plan.

The deal was valued at A$1.8 billion ($2 billion) for a 99-year lease of the X50 Abbot Point Coal Terminal to Mundra Port Pty with proceeds from the divestment will be directed towards Queensland's natural disaster recovery. The complexity involves with Mundra Port Pty is the Australian subsidiary of Mundra Port and Special Economic Zone, which developed, and now manages, the largest privately-developed port in India, and is part of Indian-based Adani Group.

Another notable highlight was the Wendy Rae-led team acting for the Canada Pension Plan Investment Board (CPPIB) one of Canada's largest institutional investors, on its proposed acquisition of Intoll Group, valued at approximately A$3.4 billion.

Allens Arthur Robinson "listens better to what we want to achieve, other law firms do not provide the same level of strategic advice", says a client.

The firm has been handling major cartel investigations, prosecutions and class actions, high profile mergers, access disputes and consumer protection proceedings. Clients have noted that the team is "incredibly astute, very quick to pick up issues and come up with solutions." In advising a number of financial institutions and insurance companies the team is commended for "having an incredible knack for dealing with the regulators".

Leading the team are Fiona Crosbie and Wendy Peter, who one peer describes as "an excellent practitioner, one I highly regard". "When clients have called on the expertise of Allens Arthur Robinson and either Crosbie or Peter it is seen as a safe choice for them as they are lawyers with experience of major transactions".

Last year the firm was busy advising Exxonmobil in getting a 16-year ACCC exemption for the PNG Gas Project to engage in joint marketing.

Allens Arthur Robinson is "still a pillar to project financing in the Australian market," says a client. "In my experience, Allens Arthur Robinson outperforms most other firms and has a greater depth of expertise and experience servicing all sides of a transaction including sponsors, governments, contractors and financiers," adds a client.

Partners Philip Cornwell and Diccon Loxton lead the team and last year they advised Q Port Holdings (QPH), a consortium comprising four of the largest infrastructure investors in the world, on its A$2.3 billion ($2.5 billion) successful bid for the 99-year lease of the Port of Brisbane.

Q Port Holdings includes major stakeholders Global Infrastructure Partners, Industry Funds Management and funds managed by QIC, as well as a minority stake held by Tawreed Investments, a wholly-owned subsidiary of the Abu Dhabi Investment Authority.

This sale delivers A$2.1 billion in cash proceeds to the Consolidated Fund, as well as allowing the new owner to agree to fund the future upgrade of Section 3 of the Port of Brisbane Motorway at an estimated cost of A$200 million.

As well as removing the burden of cost from the taxpayer, investor participation in this project demonstrates faith in the economic development of the Australian Trade Coast precinct, of which the Port of Brisbane is a key component.

Allens Arthur Robinson has "a good combination of commercial understanding and technical expertise in the area of insolvency advice," a client comments. The team has had another busy year with constant work handling some of the most complex matters.

One peer notes that: "Michael Quinlan a very highly rated individual. Very strong theoretically with excellent publishing in this area."

Last year the team advising the senior lenders for FreightLink who owns and operates the Adelaide to Darwin railway service for both commercial and industrial passengers. The project was a public to private partnership (PPP) involving the South Australian and Northern Territory governments with large syndicate of private funders including engineering companies and financial institutions.

The webs of contractual financing structure both debt and equity amongst the FreightLink entities financiers and owners was complex. It involved multiple levels of debt and concession agreements with governments. This meant that the FreightLink entities each had a considerable number of stakeholders, each with different approaches to the administration.

Another notable highlight saw the firm act for Alinta Financeon its debt restructuring, including a recapitalisation via the equity capital markets and a trade and asset sale. Following discussions with the syndicate of lenders, Alinta Finance and three of its subsidiaries, Alinta HoldCos proposed schemes of arrangement between themselves and their scheme creditors.

Australian firm Allens Arthur Robinson has a "deep knowledge of regulations and local corporate laws", says a rival law firm partner. Another partner praises the team for being "very good in project finance" and is seen as "the go-to firm" on the Vietnamese side of a transaction.

One of the strengths in the team is the practice's depth. Bill Magennis, "a very good operator", handles the full range of corporate exercises, and is "one of the pillars in banking, finance and mergers and acquisition transactions", comments a client.

Nigel Russell "is a very prolific funds management and project finance practitioner", according to another client, while Andrew Hilton is praised for his "sound advice and diligent client service". The past year he led the team in advising TPG on its $35 million subscription to convertible bonds issued by Masan Group.

Another notable highlight for the team was advising Commonwealth Bank of Australia in relation to its appointment by Vietnam International Bank (VIB) as a strategic foreign investor and its acquisition of a 20% stake in VIB.